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TMI Blog2017 (2) TMI 1291X X X X Extracts X X X X X X X X Extracts X X X X ..... al") in C.P. No. 104 of 2014, whereby and where under the Tribunal while held oppression and mismanagement by the Appellants, set aside the shareholding as were made in favour of 4th appellant. The 1st appellant company has been directed to refund the amount to the 4th appellant. 2.The Company Petition was filed by respondent/petitioner, Shri Surjeet Singh (hereinafter referred to as Petitioner) under Section 397, 398 of the Companies Act 1956 before the then Company Law Board (hereinafter referred to as "CLB" for short), alleging oppression and mismanagement by the appellants. 3. The case of the respondent/ petitioner before the Tribunal is as follows: The respondent and the 2nd appellant were employees of one M/ s. Usha Martin Limited, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... spondent purchased 5000 equity shares from Mr Prince Goyal and continued to hold the equity capital of the company. The share transfer was registered on 2nd February, 2013. The equity holding which was 50% was brought down and on the date of presentation of the Company Petition, it was 0.24 % of the total shareholding of the company. According to respondent, his share certificates are in the custody of the 2nd and 3rd appellant. So, he was unable to produce them before the C.L.B. Further case of the respondent was that he as also the 2nd and 3rd appellants were appointed as director (s) of the company on 1st February 2013. 8.The respondent alleged that the relationship between him and the 2nd appellant subsequently became strained. As a re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nvalid. 12.The case of the appellants is that the 4th appellant, M/s Prowess International Pvt. Ltd., paid Rs. 2,01,00,000/- (Rupees two crores one lakh only) for the market value of the industrial land owned by the 1st appellant company and controlled by the promoters, Mr Prince Goyal and Mr M.K. Jain. The documentary proofs were placed that 1st payment of Rs. 11,00,000/- was made on 5.5.2012, 2nd payment of Rs. 50,00,000/- was made on 11.5.2012 and 3rd and 4th payments were made on 5.9.2012 and 26.12.2012 for Rs. 15,00,000/- and Rs. 25,00,000/- respectively. Two other payments were made on 10.7.2012 and 1.10.2012 of Rs. 50,00,000/- each. 13. Further case of the appellants is that at no point of time any meeting of attendance sheet were ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ants also denied that the 2nd appellant had any kind of that could have been possible in the presence of the 3rd appellant as both of them were in the Board of 1st appellant and 4th appellant companies. 17. Before the Appellate Tribunal the parties have taken similar plea as were taken before the Tribunal. 18. The Tribunal by impugned judgment dated 10th November, 2016 noticed the allegations made by the respondent that by resolution dated 13th January, 2014, the Board of Directors of the company decided to convene Extraordinary General Meeting for increasing the share capital. It also noticed the allegation made by respondent that the Extraordinary General Meeting was held on 14th February, 2014 increasing authorised share capital to Rs. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ving an aggregate of 1/10th of share out of the total shareholding of the company, if the appellant alleges oppression in bringing down his shareholding. In the said case, this Court noticed the Hon'ble Supreme Court's decision in "Bhagwati Developers Private Limited" and "Rajahmundry Electric Supply Corporation Ltd.," wherein the Apex Court held that the requirement of 1/10th of holding of the total share is to be examined in the light of whether such a number is maintained on the actual date of presentation of the company petition in the cuart (emphasis added). This Court while distinguished the decision of Hon'ble Supreme Court in "Bhagwati Developers Private Limited" and "Rajahmundry Electric Supply Corporation Ltd.," held t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s denied the statement made by the respondent that he along with the 2nd appellant decided to restructure the aforesaid sum of Rs. 2,01,00,000/- (Rupees two cores on lakh only) as loan and returned the same to the 4th appellant. There is nothing on record to suggest that the respondent produced any evidence before the Tribunal in support of his claim and he and the 2nd appellant decided to restructure the sum of Rs. 2,01,00,000/- (Rupees two cores on lakh only) as the loan or returned the sum to the 4th appellant. In fact, the respondent himself has taken and accepted that the 4th appellant provided a sum of Rs. 2,01,00,000/- (Rupees two cores on lakh only) to start the working of the company. 25. The Ld. Tribunal has noticed that no notic ..... X X X X Extracts X X X X X X X X Extracts X X X X
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